As filed with the Securities and Exchange Commission on November 21, 2001
Registration No. 333-65730
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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TRITON PCS HOLDINGS, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware 23-2974475
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
1100 Cassatt Road
Berwyn, Pennsylvania 19312
(610) 651-5900
(Address, Including Zip Code, and Telephone Number, Including Area Code, of
Registrant's Principal Executive Offices)
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David D. Clark
Triton PCS Holdings, Inc.
Chief Financial Officer and
Executive Vice President
1100 Cassatt Road
Berwyn, Pennsylvania 19312
(610) 651-5900
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code,
of Agent for Service)
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Please address a copy of all communications to:
John W. McNamara Andrew M. Davies
Thomas D. Twedt Triton PCS Holdings, Inc.
Dow, Lohnes & Albertson, PLLC 1100 Cassatt Road
1200 New Hampshire Avenue, NW Berwyn, Pennsylvania 19312
Washington, D.C. 20036 (610) 651-5900
(202) 776-2000
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Approximate date of commencement of proposed sale to the public: From time
to time after the effective date of this Registration Statement, as determined
by market conditions.
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If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [_]
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [X]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [_]
If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [X]
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CALCULATION OF REGISTRATION FEE
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Title of Each Proposed
Class of Aggregate Maximum Proposed Maximum Amount of
Securities to be Amount to be Offering Price Aggregate Registration
Registered Registered(1) Per Unit Offering Price(1) Fee
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Class A common
stock, par value
$0.01 per
share(2).........
Preferred Stock,
par value $0.01
per share(3)..... N/A N/A $ 77,337,000 $19,334.25(5)
Warrants or
Rights(4)........
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Class A common
stock, par value
$0.01 per share,
offered by the
selling
stockholders..... 6,900,000 $32.27(6) $143,463,000 $35,865.75(5)
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Total............. $220,800,000 $55,200.00(5)
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(1) United States dollars or the equivalent thereof in one or more foreign
currencies, foreign currency units or composite currencies estimated in
accordance with Rule 457(o) under the Securities Act of 1933, as amended.
Pursuant to Rule 457(o), which permits the registration fee to be
calculated on the basis of the maximum offering price of all the securities
listed, the table does not specify by each class information as to the
amount to be registered, proposed maximum offering price per unit or
proposed maximum aggregate offering price.
(2) An indeterminate number of shares of Class A common stock, par value $0.01
per share, are covered by this Registration Statement. Shares of Class A
common stock may be issued (a) separately, (b) upon the conversion of the
shares of the preferred stock which are registered hereby or (c) upon
exercise of warrants or rights to purchase shares of Class A common stock.
Shares of Class A common stock issued upon conversion of the preferred
stock will be issued without the payment of additional consideration.
(3) An indeterminate number of shares of preferred stock, par value $0.01 per
share, are covered by this Registration Statement. Shares of preferred
stock may be issued (a) separately or (b) upon exercise of warrants or
rights to purchase shares of preferred stock which are registered hereby.
(4) An indeterminate number of warrants or other rights, each representing the
right to purchase an indeterminate number of securities registered hereby
are covered by this Registration Statement.
(5) A registration fee of $55,200 was paid in connection with the initial
filing of this Registration Statement on July 24, 2001.
(6) Estimated solely for the purpose of determining the registration fee and
calculated in accordance with Rule 457(c) under the Securities Act based on
the average of the high and low sales price per share of the Class A common
stock on November 16, 2001 on the New York Stock Exchange.
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Pursuant to Rule 429 under the Securities Act of 1933, the prospectus
contained in this Registration Statement is a combined prospectus and relates
to $79,200,000 of unsold securities registered on Registration Statement No.
333-49974 previously filed by the Registrant on Form S-3 and declared effective
on February 2, 2001, as well as the securities being registered herein. This
Registration Statement constitutes Post-Effective Amendment No. 1 to
Registration Statement No. 333-49974, and such Post-Effective Amendment shall
hereafter become effective concurrently with the effectiveness of this
Registration Statement and in accordance with Section 8(c) of the Securities
Act of 1933.
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The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933, as amended, or until the Registration Statement
shall become effective on such date as the Commission, acting pursuant to said
Section 8(a), may determine.
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PROSPECTUS
TRITON PCS HOLDINGS, INC.
This prospectus is part of a shelf registration statement which Triton has
filed with the Securities and Exchange Commission. Under the shelf registration
statement, Triton may offer shares of Class A common stock, shares of preferred
stock, and warrants or other rights to purchase shares of capital stock up to a
total dollar amount of $77,337,000, including the U.S. dollar equivalent if the
offering is denominated in one or more foreign currencies, foreign currency
units or composite currencies. In addition, certain selling stockholders may
offer up to 6,900,000 shares of Class A common stock.
Under the shelf registration process, we and the selling stockholders may
sell the securities from time to time in one or more separate offerings, in
amounts, at prices and on terms to be determined at the time of sale.
Our Class A common stock is listed on the New York Stock Exchange under the
symbol "TPC".
In addition to Class A common stock, we also have shares of Class B non-
voting common stock issued and outstanding. The rights of holders of Class A
common stock and Class B non-voting common stock differ with respect to some
aspects of convertibility and voting. We will not offer or sell any shares of
Class B non-voting common stock under this prospectus.
This prospectus provides a general description of the securities that we may
offer. Each time we sell a particular series of preferred stock, shares of
Class A common stock or warrants or other rights, we will provide a prospectus
supplement which will contain the specific terms of the securities being
offered at that time.
The prospectus supplement may add, update or change information contained in
this prospectus. You should read both this prospectus and the prospectus
supplement in conjunction with the additional information described under the
headings "Where You Can Find More Information" and "Information Incorporated by
Reference."
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Investing in the securities involves risks. See "Risk Factors" beginning on
page 3.
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Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
adequacy or accuracy of this prospectus. Any representation to the contrary is
a criminal offense.
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The securities may be sold directly by us or, in the case of the Class A
common stock registered for the selling stockholders, may be sold by the
selling stockholders, to our stockholders or to purchasers or through agents on
our or on the selling stockholders' behalf or through underwriters or dealers
as designated from time to time. If any agents or underwriters are involved in
the sale of any of these securities, the applicable prospectus supplement will
set forth the names of the agents or underwriters and any applicable fees,
commissions or discounts.
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The date of this Prospectus is November 26, 2001.
TABLE OF CONTENTS
Page
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PROSPECTUS SUMMARY....................................................... 1
RISK FACTORS............................................................. 3
USE OF PROCEEDS.......................................................... 13
RATIO OF EARNINGS TO COMBINED FIXED CHARGES AND PREFERRED STOCK
DIVIDENDS............................................................... 13
DESCRIPTION OF CAPITAL STOCK............................................. 14
DESCRIPTION OF WARRANTS AND OTHER RIGHTS................................. 19
SELLING STOCKHOLDERS..................................................... 20
PLAN OF DISTRIBUTION..................................................... 21
LEGAL MATTERS............................................................ 22
EXPERTS.................................................................. 22
WHERE YOU CAN FIND MORE INFORMATION...................................... 22
INFORMATION INCORPORATED BY REFERENCE.................................... 22
You should rely only on the information contained in or incorporated by
reference in this prospectus or any prospectus supplement. We have not
authorized anyone else to provide you with information that is different from
that contained in or incorporated by reference in this prospectus or any
prospectus supplement. We are offering to sell these securities only in states
where offers and sales are permitted. You should not assume that the
information in this prospectus or any prospectus supplement, or information we
previously filed with the Securities and Exchange Commission and incorporate
here by reference, is accurate as of any date other than the date on the front
of those documents. Our business, financial condition, results of operations
and prospects may have changed since that date.
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We are a Delaware corporation. Our principal executive offices are located
at 1100 Cassatt Road, Berwyn, Pennsylvania 19312, and our telephone number at
that address is (610) 651-5900. Our World Wide Web site address is
http://www.tritonpcs.com. The information in our web site is not part of this
prospectus.
In this prospectus, "Holdings" refers to Triton PCS Holdings, Inc., "Triton
PCS" refers to Triton PCS, Inc., a wholly-owned subsidiary of Holdings, and
"Triton," "we," "us" and "our" refer to Holdings and its wholly-owned
subsidiaries, unless the context requires otherwise. "AT&T Wireless PCS" refers
to AT&T Wireless PCS, LLC, "AT&T Wireless" refers to AT&T Wireless Services,
Inc. and "AT&T" refers to AT&T Corp.
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Special Note Regarding Forward-Looking Statements
This prospectus and the documents incorporated by reference in this
prospectus contain forward-looking statements that involve substantial risks
and uncertainties. You can identify these statements by forward-looking words
such as "anticipate," "believe," "could," "estimate," "expect," "intend,"
"may," "should," "will" and "would" or similar words. Our forward-looking
statements also include the facts and assumptions underlying such statements or
projections. You should read statements that contain these words carefully
because they discuss our future expectations, contain projections of our future
results of operations or of our financial position or state other "forward-
looking" information. We believe that it is important to communicate our future
expectations to our investors. However, there may be events in the future that
we are not able to accurately predict or control. The factors listed in the
"Risk Factors" section, as well as any cautionary language in this prospectus
and in documents incorporated by reference in this prospectus, provide examples
of risk, uncertainties and events that may cause our actual results to differ
materially from the expectations we describe in our forward-looking statements.
We undertake no obligation to publicly update or revise any forward-looking
statements, whether as a result of new information, future events or otherwise.
Before you invest in our securities, you should be aware that the occurrence of
the events described in these risk factors and elsewhere in this prospectus and
in documents incorporated by reference in this prospectus could have a material
adverse effect on our business, results of operations, financial position and
the value of our securities.
i
PROSPECTUS SUMMARY
This summary highlights basic information about us. It does not contain all
of the information that is important to you. You should read the entire
prospectus carefully, including the section entitled "Risk Factors," as well as
the information incorporated by reference into this prospectus.
Triton
We are a rapidly growing provider of wireless personal communications
services in the southeastern United States. Our personal communications
services licenses cover approximately 13.5 million potential customers in a
contiguous geographic area encompassing portions of Virginia, North Carolina,
South Carolina, Tennessee, Georgia and Kentucky. In February 1998, we entered
into a joint venture with AT&T Wireless. As part of the agreement, AT&T
Wireless contributed personal communications services licenses for 20 megahertz
of authorized frequencies covering 11.2 million potential customers within
defined areas of our region in exchange for an equity position in Triton. Since
that time, we have expanded our coverage area to include an additional 2.3
million potential customers through acquisitions and license exchanges with
AT&T Wireless. As part of the transactions with AT&T Wireless, we were granted
the right to be the exclusive provider of wireless mobility services using
equal emphasis co-branding with AT&T within our region. We believe our markets
are strategically attractive because of their proximity to AT&T Wireless'
wireless systems in the Washington, D.C., Charlotte, North Carolina and
Atlanta, Georgia markets, which collectively cover a population of more than
28.5 million individuals. Our market location is attractive as we are the
preferred provider of wireless mobility services to AT&T Wireless' digital
wireless customers who roam into our markets. Our strategy is to provide
extensive coverage to customers within our region, to offer our customers
coast-to-coast coverage and to benefit from roaming revenues generated by AT&T
Wireless' and other carriers' wireless customers who roam into our covered
area. Our management team is led by Michael Kalogris and Steven Skinner, the
former Chief Executive Officer and Chief Operating Officer of Horizon Cellular
Group, respectively.
Recent Developments
Financings
On November 14, 2001, Triton PCS, Inc., our wholly owned subsidiary,
completed the private sale of $400.0 million principal amount of 8 3/4% senior
subordinated notes due 2011. The notes are guaranteed by all of the
subsidiaries of Triton PCS and rank ratably with Triton PCS's outstanding 11%
senior subordinated discount notes due 2008 and Triton PCS's 9 3/8% senior
subordinated notes due 2011. Triton PCS received net proceeds of approximately
$390.0 million, after deducting the initial purchasers' discount and estimated
offering expenses, and used such proceeds to repay term borrowings under its
senior credit facility. Following the application of proceeds, Triton PCS has
outstanding borrowings of approximately $14.4 million under the Tranche A term
loan, $150.0 million under the Tranche B term loan, approximately $14.4 million
under the Tranche C term loan and approximately $6.2 million under the Tranche
D term loan. Previously, Triton PCS amended its credit facility, extending the
availability period for $71.5 million of the remaining $75.0 million unfunded
commitment under the Tranche D term loan from December 31, 2001 to December 31,
2002.
Spectrum Cap Decision
The FCC has maintained a cap on the total amount of commercial mobile
wireless service spectrum a single entity can hold in any geographic market.
Commercial wireless licensees and their affiliates have been limited to a total
of 45 megahertz of commercial mobile radio service spectrum in non-rural areas
and 55 megahertz of commercial mobile radio service spectrum in rural areas.
The FCC also has maintained other
1
policies it believed promoted wireless competition, including a cellular cross
interest rule under which each of the two cellular licensees in a particular
market could only have a direct or indirect ownership interest of five percent
or less in the other licensee. On November 8, 2001, the FCC voted to: (1)
sunset the spectrum cap rule by eliminating it effective January 1, 2003; (2)
raise the cap immediately to 55 megahertz in all markets until the sunset date;
and (3) immediately eliminate the cellular cross-interest rule in non-rural
markets. It is widely believed that the FCC's actions may spur consolidation in
the commercial wireless industry.
Other Recent Developments
For other recent developments, we refer you to our most recent and future
filings under the Securities Exchange Act of 1934.
2
RISK FACTORS
An investment in our securities involves a high degree of risk. In addition
to the other information in this prospectus and the documents incorporated and
deemed to be incorporated herein by reference, you should carefully consider
the following risks before making an investment decision. Our business,
financial condition and results of operations could be harmed were any of the
following risks or uncertainties to develop into actual events. In such case,
the value of our securities could decline and you might lose all or part of
your investment.
We have incurred, and may continue to incur, operating losses.
We have incurred operating losses during the development and construction of
our personal communications services network and may continue to incur such
losses as we build our customer base. Now that we have launched all 37 markets
in our licensed area, our operating profitability will primarily depend on our
ability to:
.market our services successfully;
.achieve our projected market penetration;
.manage customer turnover rates effectively; and
.price our services competitively.
We may not be able to successfully accomplish these tasks, and if we do not,
we may not be able to achieve operating profitability or positive cash flow
from operating activities in the future. Personal communications services
systems have a limited operating history in the United States, and our
operation of these systems in our markets may not become profitable.
If AT&T Wireless is not successful as a provider of wireless communications, we
may not be successful.
Our results of operations are highly dependent on our relationship with AT&T
Wireless and AT&T and the success of their wireless strategy. AT&T Wireless is
subject, to varying degrees, to the economic, administrative, logistical and
other risks set forth in this prospectus. Because we market our products under
the AT&T brand name, our results of operations could be adversely affected if
either AT&T Wireless' or AT&T's reputation as a communication services provider
declines.
We depend on our agreements with AT&T and AT&T Wireless for our success, and we
would have difficulty operating without them.
Our results of operations are dependent upon agreements we have entered into
with AT&T and AT&T Wireless in several ways:
. We market our products using equal emphasis co-branding with AT&T in
accordance with a license agreement with AT&T, which we believe provides
us with significant marketing advantages. The license agreement has an
initial five-year term expiring February 2003 and may be terminated if we
fail to comply with any of its material provisions.
. Most of our roaming revenues have historically been derived from AT&T
Wireless' customers traveling through our areas. Our roaming agreement
with AT&T Wireless provides that the per minute roaming rate charges to
AT&T Wireless for its customers roaming onto our network will decline
over the next several years. In addition, the roaming rate charges are
subject to renegotiation by the parties from time to time on or after
September 1, 2005. The roaming agreement has a 20-year term expiring in
2018 and may be terminated by AT&T Wireless if we breach any of its
material provisions. Our ability to offer plans with low roaming rates
would be adversely affected if this agreement were to be terminated.
3
In addition, if AT&T or its affiliates combine with specified entities with
over $5 billion in annual revenues from telecommunications activities, that
derive less than one-third of their aggregate revenues from the provision of
wireless telecommunications and that have personal communications services or
cellular licenses that cover at least 25% of the people covered by our
licenses, then AT&T Wireless PCS may terminate its exclusivity obligations with
us in markets that overlap with markets of those entities. Other providers
could then enter into agreements with AT&T Wireless in those markets, exposing
us to increased competition, and we could lose access to customers.
Our results of operations would be adversely affected if any of our
agreements with AT&T or AT&T Wireless are terminated.
AT&T Wireless may compete with us, which could cause it to obtain subscribers
who otherwise might use our AT&T-licensed services.
Under the terms of our stockholders' agreement, we are required to enter
into a resale agreement at AT&T Wireless PCS's request. The resale agreement
will allow AT&T Wireless to sell access to, and usage of, our services in our
licensed area on a nonexclusive basis and using the AT&T brand. AT&T Wireless
may be able to develop its own customer base in our licensed area during the
term of the resale agreement.
Our inability to effectively manage our planned rapid growth could adversely
affect our operations.
We have experienced rapid growth and development in a relatively short
period of time and expect to continue to experience rapid growth in the future.
The management of such growth will require, among other things, continued
development of our financial and management controls and management information
systems, stringent control of costs, increased marketing activities, ability to
attract and retain qualified management personnel and the training of new
personnel. We intend to hire additional personnel in order to manage our
expected growth and expansion. Failure to successfully manage our expected
rapid growth and development and difficulties in managing the build-out of our
network could have a material adverse effect on our business, results of
operations and financial condition.
Our future growth may require significant additional capital, and our
substantial indebtedness could impair our ability to fund our capital
requirements.
We believe that we have sufficient funds to complete the build-out of our
network, but we may require additional capital in the event of significant
departures from our current business plan, unforeseen delays, cost overruns,
unanticipated expenses, regulatory changes, engineering design changes and
other technological risks or if we acquire additional licenses. For example,
AT&T Wireless has announced its intention to add a global system for mobile
communications, or "GSM," overlay and the general packet radio service, or
"GPRS," technology to its networks throughout the country, to be followed by a
further upgrade to enhanced data rates for global evolution, or "EDGE" and then
"UMTS" technology, each of which promises faster transmission speeds and
increased capacity. If we decide to follow AT&T Wireless and adopt this
technological upgrade plan, we will be required to spend incremental amounts
that are not in our current capital budget. In addition, we engage, from time
to time, in discussions with AT&T Wireless regarding possible acquisitions of
additional personal communications services licenses from them. We may also
engage in discussions regarding future acquisitions of wireless communications
licenses within our currently licensed area. Sources of funding for our future
capital requirements may include any or all of the following:
.public offerings or private placements of equity and debt securities;
.commercial bank loans; and
.equipment lease financing.
4
Due to our highly leveraged capital structure, additional financing may not
be available to us, or, if it were available, it may not be available on a
timely basis, on terms acceptable to us and within the limitations contained in
the indentures governing our 11% senior subordinated discount notes due 2008,
our 9 3/8% senior subordinated notes due 2011, our 8 3/4% senior subordinated
notes due 2011, our credit facility and any new financing arrangements. Failure
to obtain any appropriate financing, should the need for it develop, could
result in the delay or abandonment of our development and expansion plans and
our failure to meet regulatory requirements. It could also impair our ability
to meet our debt service requirements and could have a material adverse effect
on our business.
We have substantial indebtedness, and servicing our indebtedness could reduce
funds available to grow our business.
We are highly leveraged. As of November 15, 2001, we had total consolidated
long-term obligations of approximately $1.3 billion. Our high level of
indebtedness could interfere with our ability to grow. For example, it could:
. increase our vulnerability to general adverse economic and industry
conditions;
. limit our ability to obtain additional financing;
. require the dedication of a substantial portion of our cash flow from
operations to the payment of principal of, and interest on, our
indebtedness;
. limit our flexibility in planning for, or reacting to, changes in our
business and the industry; and
. place us at a competitive disadvantage relative to less leveraged
competitors.
Our ability to generate sufficient cash flow from operations to pay the
principal of, and interest on, our indebtedness is uncertain. In particular, if
we do not meet our anticipated revenue growth and operating expense targets,
our future debt service obligations could exceed cash available to us. Further,
we may not be able to refinance any of our indebtedness on commercially
reasonable terms or at all.
We have many competitors in our markets that have substantial coverage areas,
which makes it difficult for us to acquire and maintain a strong competitive
position.
We compete in our markets with most of the major cellular and personal
communications services companies in the United States. Many of our competitors
have substantially greater financial, technological, marketing and sales and
distribution resources than we do. Airtime and monthly access rates may
continue to decline due to competition, and we may have to significantly
discount our prices over a long period of time to attract customers, which
would put downward pressure on our prices and make it more difficult for us to
achieve positive cash flow.
We expect competition to intensify as a result of the consolidation of the
industry and the development of new technologies, products and services. The
wireless communications industry has been experiencing significant
consolidation, and we expect this trend will continue. This consolidation trend
may create additional large, well-capitalized competitors with substantial
financial, technical, marketing and other resources.
Competitors who offer more services than we do may attract customers.
Some of our competitors market other services, such as traditional telephone
services, cable television access and access to the Internet, together with
their wireless communications services, which may make their services more
attractive to customers.
In addition, we expect that in the future, providers of wireless
communications services will compete more directly with providers of
traditional landline telephone services, energy companies, utility companies
and cable operators that expand their services to offer communications
services.
5
We are dependent upon roaming revenue, and its seasonality will subject our
revenue and net income to seasonal fluctuations.
In 1999, 2000 and the first nine months of this year, approximately 33.2%,
27.6% and 23.6%, respectively, of our revenues were derived from roaming
charges incurred by other wireless providers for use of our network by their
customers who had traveled within our coverage area. Most of that revenue was
derived from AT&T Wireless' customers. Our coverage area includes a number of
resort areas that contribute to our roaming revenue. As a result, our roaming
revenue increases during vacation periods, introducing a measure of seasonality
to our revenue and net income.
The wireless industry is experiencing rapid technological change, and we may
lose customers if we fail to keep up with these changes.
The wireless telecommunications industry is experiencing significant
technological change, as evidenced by the digital upgrades in existing analog
wireless systems, ongoing improvements in the capacity and quality of digital
technology, the development and commercial acceptance of advanced wireless data
services, shorter development cycles for new products and enhancements and
changes in end-user requirements and preferences. We may lose customers if we
fail to keep up with these changes.
Many personal communications services providers have experienced a high rate of
customer turnover which, if it affects us, may reduce our revenues.
Many providers in the personal communications services industry have
experienced a high rate of customer turnover as compared to cellular industry
averages. The rate of customer turnover may be the result of several factors,
including price competition, network coverage, reliability issues such as
blocked and dropped calls, handset problems, non-use of phones, change of
employment, affordability, customer care concerns and other competitive
factors. Our strategy to address customer turnover may not be successful, or
the rate of customer turnover may be unacceptable. A high rate of customer
turnover could reduce our revenues and have a material adverse effect on our
competitive position and results of operations.
We are dependent on our FCC licenses, and our business could be harmed by
adverse regulatory changes.
The FCC regulates the licensing, construction, operation, sale and
interconnection arrangements of wireless telecommunications systems to varying
degrees, as do some state and local regulatory agencies. In addition, the FCC,
in conjunction with the FAA, regulates tower marking and lighting. We cannot
assure you that either the FCC, the FAA or the state and local agencies having
jurisdiction over our business will not adopt regulations or take other actions
that would adversely affect our business.
Our principal assets are our FCC licenses to provide cellular and personal
communications services. Our loss of any of those licenses would have a
material adverse effect on our business. Our FCC licenses are subject to
renewal in 2005, except for our cellular license for Myrtle Beach which is
subject to renewal in 2010. Our FCC licenses are also subject to potential
revocation if we do not comply with the FCC's rules.
Our success depends on our ability to attract and retain qualified personnel.
A small number of key executive officers manage our business. Their loss
could have a material adverse effect on our operations. We believe that our
future success will also depend in large part on our continued ability to
attract and retain highly qualified technical and management personnel. We
believe that there is, and will continue to be, intense competition for
qualified personnel in the personal communications services industry as the
emerging personal communications services market develops, and we cannot assure
you that we will be successful in retaining our key personnel or in attracting
and retaining other highly qualified technical and management personnel. We do
not presently maintain key-man life insurance on any of our executives or other
employees.
6
We will likely incur operating costs due to unauthorized use of our network.
As do most companies in the wireless industry, we will likely incur costs
associated with the unauthorized use of our network, including administrative
and capital costs associated with detecting, monitoring and reducing the
incidence of fraud. Fraud impacts interconnection costs, capacity costs,
administrative costs, fraud prevention costs and payments to other carriers for
unbillable fraudulent roaming.
The technologies that we use may become obsolete, which would limit our ability
to compete effectively and may result in increased costs to adopt a new
technology.
If our technologies become obsolete, we may need to purchase and install
equipment necessary to allow us to convert to new technologies to compete in
the wireless communications marketplace. We have employed digital wireless
communications technology using the current time division multiple access/IS-
136 standards. Other digital technologies such as code division multiple access
and global system for mobile communications may ultimately prove to be more
advantageous than time division multiple access. For example, code division
multiple access technology-based providers own licenses covering virtually all
of the United States population. In addition, it is possible that a digital
transmission technology other than time division multiple access technology
(including global system for mobile communications, the prevalent standard in
Europe) may gain sufficient acceptance in the United States to adversely affect
the resources currently devoted by vendors to improving time division multiple
access technology. If another technology becomes the preferred industry
standard, we may be at a competitive disadvantage, and competitive pressures
may require us to change our digital technology at substantial cost. We may not
be able to respond to those pressures and implement new technology on a timely
basis, or at an acceptable cost. If time division multiple access technology
becomes obsolete at some time in the future, and we are unable to effect a
cost-effective migration path, it could materially and adversely affect our
financial condition, results of operations and liquidity. Time division
multiple access/IS-136 standards may not always meet or exceed the capabilities
and quality of other technologies.
Although all three standards are digital transmission technologies and share
certain basic characteristics that differentiate them from analog transmission
technology, they are not compatible or interchangeable with each other. In
order to roam in other markets where no personal communications services
licensee utilizes the time division multiple access technology standard, our
subscribers must utilize tri-mode handsets to use an analog or digital cellular
system in such markets. Generally, tri-mode handsets are more expensive than
single- or dual-mode handsets. The higher cost of these handsets may impede our
ability to attract subscribers or achieve positive cash flow as planned.
In addition, if AT&T Wireless and its affiliates discontinue the use of time
division multiple access digital technology and adopt a new technology, and we
do not adopt the new technology, our exclusivity rights will terminate under
our agreements with AT&T Wireless and its affiliates. We may not be able to
successfully purchase and install the equipment necessary to allow us to
convert to a new or different technology or to adopt a new or different
technology at an acceptable cost, if at all. In addition, the technologies that
we choose to invest in may not lead to successful implementation of our
business plan. AT&T Wireless has announced that it will adopt the global system
for mobile communications based general packet radio service technology
standard for development of advanced services such as high speed transmission
of data. To the extent that AT&T Wireless supplements its network with such
technology, we may not be able to offer AT&T Wireless' customers all such
advanced services, and we may lose the ability to collect roaming revenues from
these services unless we also supplement our network with such technology.
If hand-held phones pose health and safety risks, we may be subject to new
regulations, and there may be a decrease in demand for our services.
Media reports have suggested that, and studies are currently being
undertaken to determine whether, certain radio frequency emissions from
wireless handsets may be linked to various health concerns, including cancer,
and may interfere with various electronic medical devices, including hearing
aids and pacemakers. In addition, lawsuits have been filed against other
participants in the wireless industry alleging various adverse
7
health consequences as a result of wireless phone usage. If consumers' health
concerns over radio frequency emissions increase, they may be discouraged from
using wireless handsets, and regulators may impose restrictions on the location
and operation of cell sites. These concerns could have an adverse effect on the
wireless communications industry and expose wireless providers to further
litigation, which, even if not successful, can be costly to defend. These
concerns have received increased focus, including the adoption in July 2000 by
the leading industry trade group of a policy under which member handset
manufacturers will disclose emission levels. Additional studies of radio
frequency emissions are ongoing. The ultimate findings of these studies will
not be known until they are completed and made public. We cannot assure you
that government authorities will not increase regulation of wireless handsets
and cell sites as a result of these health concerns or that wireless companies
will not be held liable for costs or damages associated with these concerns.
The actual or perceived risk of radio frequency emissions could also adversely
affect us through a reduced subscriber growth rate, a reduction in subscribers,
reduced network usage per subscriber or reduced financing available to the
wireless communications industry. During the past two years, the FCC has
updated the guidelines and methods it uses for evaluating radio frequency
emissions from radio equipment, including wireless handsets. In addition,
interest groups have requested that the FCC investigate claims that time
division multiple access and other digital technologies pose health concerns
and cause interference with hearing aids and other medical devices. Although
the updates impose new restrictive standards on radio frequency emissions from
lower power devices such as wireless handsets, all wireless handsets that we
offer our customers comply with the proposed standards.
Our use of the SunCom brand name for marketing may link our reputation with
another SunCom company and may expose us to litigation.
We use the SunCom brand name to market our products and services in
conjunction with another member of the AT&T Wireless Network, TeleCorp PCS, in
order to broaden our marketing exposure and share the costs of advertising. It
is possible that our reputation for quality products and services under the
SunCom brand name will be associated with the reputation of TeleCorp PCS, and
any unfavorable consumer reaction to TeleCorp PCS could harm consumer
perception of the SunCom brand name and, in turn, could adversely affect our
own reputation.
AT&T Wireless has agreed to acquire TeleCorp PCS and announced its
expectation to discontinue the use of the SunCom brand name. We are currently
evaluating the impact of this transaction on our marketing strategy, and we
currently plan to continue using the SunCom brand.
Our ability to obtain access to additional radio frequency spectrum through
Lafayette Communications Company, L.L.C. is subject to various uncertainties.
We may need additional spectrum in the future to meet demand for voice
services or the deployment of next generation data services. One of our primary
means to obtain access to additional spectrum for our personal communications
services network is through participation in FCC auctions. The FCC concluded
the bidding phase of its re-auction of licenses in the personal communications
services C and F Blocks in the 1900 megahertz band on January 26, 2001.
Although we did not participate in the auction, we have a non-controlling
equity interest in Lafayette Communications Company, L.L.C., which we refer to
as "Lafayette," which did participate in the auction. Of the 422 licenses
offered, Lafayette was announced the winning bidder of thirteen 10 megahertz C
Block licenses and one 10 megahertz F Block license. Several of these licenses
are subject to pending litigation. On November 16, 2001, the FCC, NextWave and
the major auction winners, including Lafayette, signed an agreement under which
the auction winners would receive the disputed licenses. The settlement is
subject to approval by the Department of Justice and the bankruptcy court and
is contingent on the passage of legislation by Congress. Lafayette currently
holds licenses in seventeen markets in our service area and has additional
applications to acquire licenses pending. There can be no assurance that
Lafayette will receive all licenses for which it has pending applications or
that the licenses will not be subject to court challenge, which could cause a
delay in issuance of the licenses. We may not be successful in negotiating for
use of spectrum acquired by Lafayette and may need to obtain additional
spectrum from other sources which may not be available to us on commercially
reasonable terms or at all.
8
As a holding company, we depend on distributions from our subsidiaries to meet
our obligations, and our subsidiaries are subject to various agreements and
laws that restrict their ability to distribute funds to us.
We are a holding company with no direct operations and no significant assets
other than the stock of our subsidiaries. We depend on the cash flows of our
subsidiaries to meet our obligations and to pay any potential dividends. The
ability of our subsidiaries to distribute funds to us is and will be restricted
by the terms of existing and future indebtedness, including our credit facility
and indentures, and by applicable state laws that limit the payments of
dividends.
The occurrence of extraordinary events, such as the attacks on the World Trade
Center and the Pentagon, may have a material adverse effect on our business.
On September 11, 2001, terrorists attacked the World Trade Center in New
York and the Pentagon in Washington D.C. While we have not yet fully analyzed
the impact that these and potential future similar events may have on our
business, it does not currently appear that our business will be negatively
impacted by these events. We cannot assure you, however, that any future
terrorist attacks or other acts of war will not have a material adverse effect
on our business, results of operations and financial condition.
Our debt instruments contain restrictive covenants that may limit our operating
flexibility.
Our credit facility and the indentures governing our 11% senior subordinated
discount notes due 2008, our 9 3/8% senior subordinated notes due 2011 and our
8 3/4% senior subordinated notes due 2011 contain significant covenants that
limit our ability to engage in various transactions and, in the case of our
credit facility, require satisfaction of specified financial performance
criteria. In addition, under each of these documents, the occurrence of
specific events, in some cases after notice and grace periods, would constitute
an event of default permitting acceleration of the respective indebtedness.
These events include:
. failure to comply with a document's covenants;
. material inaccuracies of representations and warranties;
. specified defaults under or acceleration of other indebtedness; and
. events of bankruptcy or insolvency.
The limitations imposed by our outstanding indebtedness are substantial, and
failure to comply with them could have a material adverse effect on our
business. We are in full compliance with our debt covenants as of the date of
this prospectus.
A limited number of stockholders own a large amount of our stock; if they
decide to vote their shares together in furtherance of their own interests and
those interests are different from yours, the result could be that we will take
actions that are not in your interest.
As of September 30, 2001, J.P. Morgan Partners (23A SBIC), LLC, J.P. Morgan
SBIC LLC and its affiliates, Desai Capital Management Incorporated, Toronto
Dominion Capital (U.S.A.), Inc., First Union Affordable Housing Community
Development Corporation and its affiliates and Duff Ackerman Goodrich & Assoc.
L.P., our initial institutional investors, in the aggregate, control
approximately 55% of our total voting power, and Michael Kalogris and Steven
Skinner control approximately 9% of our total voting power, in the aggregate.
Those stockholders, other than J.P. Morgan SBIC LLC, have agreed that they will
vote their shares together to elect two of our directors and, so long as AT&T
Wireless PCS has the right to nominate a director under our certificate of
incorporation, to elect AT&T Wireless PCS's nominee. As a result of their share
ownership, these institutional investors and our management, if their interests
are aligned or if they decide to vote their shares together, have the ability
to control our future operations and strategy. Conflicts of interest between
the institutional investors and management stockholders and our public
stockholders may arise with respect to sales
9
of shares of Class A common stock owned by the institutional investors and
management stockholders or other matters. For example, sales of shares by the
institutional investors and management stockholders could result in a change of
control under our credit facility, which would constitute an event of default
under the credit facility, and under our indentures, which would require us to
offer to repurchase our 11% senior subordinated discount notes due 2008, our 9
3/8% senior subordinated notes due 2011 and our 8 3/4% senior subordinated
notes due 2011. In addition, the interests of our institutional investors and
other existing stockholders regarding any proposed merger or sale may differ
from the interests of our public stockholders, especially if the consideration
to be paid for the Class A common stock is less than the price paid by public
stockholders.
In an investors' agreement, our initial institutional investors, other than
AT&T Wireless PCS, have agreed that investors holding 66 2/3% or more of the
Class A common stock and Class B non-voting common stock held by these
investors, in the aggregate, who propose to sell their shares of common stock
may require the other investors to also participate in any such sale. As a
result, such investors may have the effective right to sell control of Triton.
Our institutional investors invest in other personal communications services
companies, and conflicts of interest may arise from these investments and from
other directorships held by our directors that may not be resolved in our
favor.
Our principal institutional investors, or their affiliates, currently have
significant investments in personal communications services companies other
than Triton. These institutional investors may in the future invest in other
entities that compete with us. In addition, several of our directors serve as
directors of other communications services companies. As a result, these
directors may be subject to conflicts of interest during their tenure as
directors of Triton. Because of these potential conflicts, these directors may
be required to disclose periodically financial or business opportunities to us
and to the other companies to which they owe fiduciary duties.
We do not intend to pay dividends in the foreseeable future.
We have never declared or paid any cash dividends on our common stock. For
the foreseeable future, we intend to retain any earnings to finance the
development and expansion of our business, and we do not anticipate paying any
cash dividends on our common stock. Payment of any future dividends on our
common stock will depend upon our earnings and capital requirements, the terms
of our debt instruments and preferred stock and other factors our board of
directors considers appropriate. See "--As a holding company, we depend on
distributions from our subsidiaries to meet our obligations, and our
subsidiaries are subject to various agreements and laws that restrict their
ability to distribute funds to us."
Our stock price is highly volatile.
The market price of our stock is highly volatile and subject to wide
fluctuations in response to factors such as the following, some of which are
beyond our control:
. quarterly variations in our operating results;
. operating results that vary from the expectations of securities analysts
and investors;
. changes in expectations as to our future financial performance,
including financial estimates by securities analysts and investors;
. changes in market valuations of other personal communications and
telecommunications services companies;
. announcements of technological innovations or new services by us or our
competitors; announcements by us or our competitors of significant
contracts, acquisitions, strategic partnerships, joint ventures or
capital commitments;
10
. additions or departures of key personnel;
. future sales of our securities; and
. stock market price and volume fluctuations.
Stock markets in the United States often experience extreme price and volume
fluctuations. Market fluctuations, as well as general political and economic
conditions such as a recession or interest rate or currency rate fluctuations,
could adversely affect the market price of our stock.
Anti-takeover provisions affecting us could prevent or delay a change of
control that is beneficial to you.
Provisions of our certificate of incorporation and bylaws, provisions of our
debt instruments and other agreements, and provisions of applicable Delaware
law and applicable federal and state regulations may discourage, delay or
prevent a merger or other change of control that holders of our securities may
consider favorable. These provisions could:
. have the effect of delaying, deferring or preventing a change in control
of our company;
. discourage bids for our securities at a premium over the market price;
. adversely affect the market price of, and the voting and other rights of
the holders of, our securities; or
. impede the ability of the holders of our securities to change our
management.
In addition, our stockholders' agreement, credit facility and indentures for
our outstanding public debt contain limitations on our ability to enter into
change of control transactions.
Our business is subject to regulation by the FCC and state regulatory
commissions or similar state regulatory agencies in the states in which we
operate. The FCC and some states have statutes or regulations that would
require an investor who acquires a specified percentage of our securities or
the securities of one of our subsidiaries to obtain approval to own those
securities from the FCC or the applicable state commission.
Your ownership interest could be diluted upon conversion of our Series A
preferred stock.
AT&T Wireless owns 786,253 shares of our Series A preferred stock. The
Series A preferred stock has a liquidation value of $100 per share with
dividends accruing at an annual rate of $10 per share, compounding quarterly
from March 31, 1998. On or after February 4, 2006, AT&T Wireless may convert
each share of Series A preferred stock into a number of shares of common stock
equal to:
. $100 plus unpaid dividends on the share of Series A preferred stock
divided by
. the market price of one share of Class A common stock on the date of
conversion.
As a result, AT&T Wireless will be entitled to a larger number of shares of
Class A common stock if the market value of the Class A common stock declines.
Any conversion by AT&T Wireless will dilute the ownership interest of our
existing shares of Class A common stock, which could cause the price of shares
of our Class A common stock to decline.
Limitation of Liability and Indemnification Matters
The Delaware General Corporation Law authorizes corporations to limit or
eliminate the personal liability of directors to corporations and their
stockholders for monetary damages for breach of directors' fiduciary duty of
care. The duty of care requires that, when acting on behalf of the corporation,
directors must exercise an informed business judgment based on all material
information reasonably available to them. In the absence of the limitations
authorized by the Delaware statute, directors could be accountable to
corporations and their
11
stockholders for monetary damages for conduct that does not satisfy their duty
of care. Although the statute does not change directors' duty of care, it
enables corporations to limit available relief to equitable remedies such as
injunction or rescission. Our certificate of incorporation limits the liability
of our directors to Triton or our stockholders to the fullest extent permitted
by the Delaware statute. Specifically, the directors will not be personally
liable for monetary damages for breach of a director's fiduciary duty as a
director, except for liability:
. for any breach of the director's duty of loyalty to Triton or its
stockholders;
. for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law;
. under Section 174 of the Delaware General Corporation Law (which relates
to the unlawful payment of dividends or unlawful stock purchase or
redemption by a corporation); or
. for any transaction from which a director derived an improper personal
benefit.
The inclusion of this provision in our certificate of incorporation may have
the effect of reducing the likelihood of derivative litigation against
directors and may discourage or deter stockholders or management from bringing
a lawsuit against directors for breach of their duty of care, even though such
an action, if successful, might otherwise have benefited Triton and its
stockholders. In addition, we have purchased directors' and officers' liability
insurance coverage for our directors and certain of our officers in amounts
customary for similarly situated companies. Under the applicable provisions of
the Delaware General Corporation Law, in general, a corporation may indemnify
its directors, officers, employees or agents against expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by them in connection with any action, suit or proceedings
brought by third parties to which they may be made parties by reason of their
being or having been directors, officers, employees or agents and shall so
indemnify such persons only if they acted in good faith and in a manner they
reasonably believed to be in or not opposed to the best interests of the
corporation and, with respect to any criminal action or proceeding, had no
reasonable cause to believe their conduct was unlawful. Our certificate of
incorporation gives us the power to indemnify our officers, directors,
employees and agents to the fullest extent permitted by Delaware law. We have
entered into indemnification agreements with each of our directors and certain
of our executive officers which generally provide for indemnification of the
director or executive officer to the fullest extent provided by law.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers or persons controlling us
pursuant to our certificate of incorporation, we have been informed that in the
opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act and is therefore
unenforceable.
12
USE OF PROCEEDS
Unless we state otherwise in the accompanying prospectus supplement, we
intend to use the net proceeds from the sale of the securities offered by us in
such prospectus supplement to fund in part:
. capital expenditures;
. working capital as required;
. general corporate purposes; and
. potential acquisitions.
We will not receive any proceeds from the sale of shares of Class A common
stock that may be sold by selling stockholders.
RATIO OF EARNINGS TO COMBINED FIXED CHARGES
AND PREFERRED STOCK DIVIDENDS
The following table sets forth our deficiency of earnings to combined fixed
charges and preferred stock dividends for the periods indicated. The ratio of
earnings to combined fixed charges and preferred stock dividends is computed by
dividing the combination of fixed charges and preferred stock dividends into
earnings, as defined. Earnings include income before taxes, plus fixed charges,
plus amortization of capitalized interest, less capitalized interest costs.
Fixed charges include interest expense, capitalized interest, amortization of
debt discount, amortization of capitalized expenses related to debt and one-
third of rental expense attributable to the interest factor. On this basis,
earnings for the periods shown were not adequate to cover fixed charges and
preferred stock dividends; therefore, the amount of the deficiency is shown.
Nine Months Ended
Year Ended December 31, September 30,
-------------------------------- -----------------
1997 1998 1999 2000 2000 2001
------ ------- -------- -------- -------- --------
(in thousands)
Deficiency of earnings to
combined fixed charges and
preferred dividends....... $3,961 $42,998 $170,385 $194,313 $139,518 $141,347
13
DESCRIPTION OF CAPITAL STOCK
The following description of Triton's capital stock sets forth general terms
and provisions of the particular issuance of capital stock to which any
prospectus supplement may relate. The prospectus supplement will describe the
particular terms of any sale of capital stock and the extent, if any, to which
such general provisions will not apply to such sale. The following description
also sets forth selected provisions of Triton's second restated certificate of
incorporation and amended and restated bylaws. This description is a summary
only and is qualified in its entirety by Triton's certificate of incorporation
and bylaws, which are incorporated as exhibits to the registration statement of
which this prospectus is a part.
Our authorized capital stock consists of:
. 580,000,000 shares of common stock, par value $0.01 per share,
including:
(a) 20,000,000 shares designated Class A common stock; and
(b) 60,000,000 shares designated Class B non-voting common stock;
and
. 70,000,000 shares of preferred stock, par value $0.01 per share,
including:
(a) 1,000,000 shares designated Series A convertible preferred
stock;
(b) 50,000,000 shares designated Series B preferred stock;
(c) 3,000,000 shares designated Series C convertible preferred
stock; and
(d) 16,000,000 shares designated Series D convertible preferred
stock.
As of September 30, 2001, there were outstanding: 59,045,022 shares of Class
A common stock; 8,210,827 shares of Class B non-voting common stock; 786,253
shares of Series A preferred stock; no shares of Series B preferred stock or
Series C preferred stock; and 543,683 shares of Series D preferred stock.
Common Stock
Class A Common Stock. Each holder of Class A common stock is entitled to one
vote for each share of Class A common stock on all matters on which
stockholders generally are entitled to vote and to all other rights, powers and
privileges of stockholders under Delaware law. Upon the dissolution,
liquidation or winding up of Triton, after any preferential amounts to be
distributed to the holders of the preferred stock then outstanding have been
paid or declared and funds sufficient for payment in full have been set apart
for payment, the holders of the Class A common stock and the Class B non-voting
common stock will be entitled to receive all the remaining assets of Triton
legally available for distribution to its stockholders in proportion to the
number of shares of common stock held by them.
Class B Non-Voting Common Stock. The Class B non-voting common stock is
identical in all respects to the Class A common stock, except that holders of
shares of Class B non-voting common stock shall not have the right to vote on
any matters to be voted on by our stockholders. Shares of Class B non-voting
common stock are convertible at the option of the holder at any time on a one-
for-one basis into shares of Class A common stock, except that shares of Class
B non-voting common stock held by J.P. Morgan SBIC LLC are convertible only
upon receipt by Triton of a written opinion of counsel to the effect that J.P.
Morgan SBIC LLC should not be considered an affiliate of Triton after giving
effect to the conversion. In addition, shares of Class B non-voting common
stock transferred by J.P. Morgan SBIC LLC to anyone other than its affiliates,
after giving effect to the conversion, convert automatically on a one-for-one
basis into shares of Class A common stock.
Preferred Stock
Subject to the approval of the holders of shares of certain series of
preferred stock in specified circumstances, Triton may issue preferred stock
with such designations, powers, preferences and other rights
14
and qualifications, limitations and restrictions as Triton's board of directors
may authorize, including, but not limited to:
. the distinctive designation of each series and the number of shares that
will constitute the series;
. the voting rights, if any, of shares of the series;
. the dividend rate on the shares of the series, any restriction,
limitation or condition upon the payment of dividends, whether dividends
will be cumulative and the dates on which dividends are payable;
. the prices at which, and the terms and conditions on which, the shares
of the series may be redeemed, if the shares are redeemable;
. the purchase or sinking fund provisions, if any, for the purchase or
redemption of shares in the series;
. any preferential amount payable upon shares of the series in the event
of the liquidation, dissolution or winding up of Triton or the
distribution of its assets; and
. the prices or rates of conversion at which, and the terms and conditions
on which, the shares of such series may be converted into other
securities, if such shares are convertible.
The table below summarizes the principal terms of our preferred stock:
Principal Terms of Preferred Stock
Terms Series A Series B Series C Series D
----- -------- -------- -------- --------
Dividends....... Quarterly cash Same as Series No fixed Same as Series C
dividends at A dividends, but
annual rate of participates with
10% of the Class A common
accreted value of stock on an as-
Series A, but converted basis
cash dividend
payments may be
deferred until
June 30, 2008
No dividends may No dividend or
be paid on any distribution may
junior preferred be paid on common
stock or common stock unless
stock without the Series C receives
consent of the a dividend or
Series A holders distribution as
well,payment to
be based on a
formula
Convertibility.. At the holder's None At the holder's At the holder's
option, on or option, at any option, at any
after February 4, time for a fixed time at a rate of
2006, each share number of shares one share of
of Series A of Class A common Series C for each
preferred stock stock for each share of Series D
will convert into share of Series C (subject to anti-
a number of (subject to anti- dilution
shares of Class A dilution provisions)
common stock provisions)
equal to $100
plus all unpaid
dividends on such
Series A
preferred share
divided by the
fair market value
of a share of
Class A common
stock
At the holder's
option, at any
time at a rate of
23 shares of
Class A common
stock for each
share of Series D
(subject to anti-
dilution
provisions)
15
Terms Series A Series B Series C Series D
----- -------- -------- -------- --------
Holder may elect, Holder may elect, Holder may elect
by written by written by written
notice, to notice, to notice, to
receive shares of receive shares of receive shares of
Class B non- Class B non- Class B non-
voting common voting common voting common
stock instead of stock instead of stock instead of
Class A common Class A common Class A common
stock stock stock
Liquidation $100 per share Same as Series $100 per share $100 per share
Preference..... plus all accrued A (subject to (subject to
but unpaid customary anti- customary anti-
dividends, dilution dilution
whether or not provisions), but provisions), but
declared (subject junior to Series junior to Series
to customary A and Series B A and Series B
anti-dilution and junior to and senior to
provisions) Series D with Series C with
respect to a respect to a
statutory statutory
liquidation liquidation
Voting.......... Limited class Limited class Votes with Class Limited class
voting rights voting rights A common stock on voting rights
an as- converted
basis
Entitled to Additional class
nominate one of voting rights
the Class II
directors so long
as initial holder
owns at least
two-thirds of the
Series A shares
it owned on
February 4, 1998
Redemption...... At our option on At our option At our option, Same as Series C
or after February at any time requires prior
4, 2008 affirmative vote
or written
consent of all
holders of
outstanding
Series C shares,
all holders of
outstanding
Series D shares
and any other
holders of
capital stock as
required by the
certificate of
incorporation
At the holder's Same as Series
option on or A
after February 4,
2018
Anti-Takeover Provisions
Delaware law, our certificate of incorporation, our bylaws and the
stockholders' agreement contain provisions that could have the effect of
delaying, deterring or preventing the acquisition of control of Triton by means
of changes to our governing documents or a proxy contest.
Delaware Law. We are subject to the provisions of Section 203 of the
Delaware General Corporation Law, which prohibits a Delaware corporation from
engaging in a broad range of business combinations with interested stockholders
for a period of three years following the time that person became an interested
stockholder, unless any of the following occurs:
. the transaction resulting in a person's becoming an interested
stockholder, or the business combination, is approved by the board of
directors of the corporation before the person becomes an interested
stockholder;
. the interested stockholder acquires 85% or more of the outstanding
voting stock of the corporation in the same transaction that makes the
person an interested stockholder, excluding shares owned by persons who
are both officers and directors of the corporation and shares held by
employee stock ownership plans; or
16
. on or after the date the person became an interested stockholder, the
business combination is approved by the corporation's board of directors
and by the holders of at least 66 2/3% of the corporation's outstanding
voting stock at a stockholder meeting, excluding shares held by the
interested stockholder.
An interested stockholder is defined as any person that is:
. the owner of 15% or more of the outstanding voting stock of the
corporation; or
. an affiliate or associate of the corporation and was the owner of 15% or
more of the outstanding voting stock of the corporation at any time
within the three-year period immediately prior to the date on which it
is sought to be determined whether the person is an interested
stockholder.
Nomination and Election of Directors. Our certificate of incorporation,
bylaws and the stockholders' agreement contain provisions which affect the
nomination and election of directors to our board. Our board of directors
consists of seven directors, and each director serves until his or her
successor has been duly elected and qualified, or until his or her earlier
death, resignation or removal. Our board of directors is divided into three
classes of directors. Each class serves a staggered three-year term. As a
result, approximately one-third of the board of directors are elected each
year. Generally a director will stand for election only once every three years.
The classified board provision could have the effect of discouraging a third
party from making a tender offer or otherwise attempting to obtain control of
us, even though the attempt might be beneficial to us and our stockholders. In
addition, the classified board provision could delay stockholders who do not
agree with the policies of the board from removing a majority of the board for
two years. Under our certificate of incorporation, as long as AT&T Wireless PCS
owns at least two-thirds of the number of shares of Series A preferred stock
that it owned on February 4, 1998, it has the exclusive right, voting
separately as a single class, to nominate one of the Class II directors. Each
of the stockholders party to the stockholders' agreement, other than J. P.
Morgan SBIC LLC, has agreed to vote all its shares of Series C preferred stock
or Class A common stock held of record by it to cause the election of two
directors selected by the cash equity investors and the election of the nominee
selected by AT&T Wireless PCS and their continuation in office. Any amendment
to our certificate of incorporation must be approved by the affirmative vote of
the holders of shares of Series C preferred stock and Class A common stock
representing at least two-thirds of the votes entitled to be cast for the
election of directors, voting together as a single class, subject to the
separate class vote requirements relating to any class or series of preferred
stock. Our bylaws may be amended in the same manner as provided in our
certificate of incorporation or, alternatively, by a resolution adopted by a
majority of our board of directors at any special or regular meeting of the
board or by unanimous written consent, although amendments to the provisions
regarding election of directors require the approval of the holders of capital
stock entitled to nominate any of our directors.
Other Provisions. Our certificate of incorporation and bylaws provide, in
general, that:
. the directors in office will fill any vacancy or newly created
directorship on the board of directors, with any new director to serve
for the remaining term of the class of directors to which he is elected,
except that any vacancy that was left by a nominee of a stockholder
entitled to nominate such nominee will be filled by a new director
selected by such holder; and
. directors may be removed only for cause and only by the affirmative vote
of the holders of a majority of the outstanding shares of voting stock
cast, at an annual or special meeting or by written consent, except any
director nominated by any stockholders having the right to nominate such
director may be removed and replaced by such stockholders with or
without cause.
The bylaws also require that stockholders wishing to bring any business,
including director nominations, before an annual meeting of stockholders
deliver written notice to us not less than 60 days or more than 90 days prior
to the date of the annual meeting of stockholders. If, however, less than 70
days' notice or prior public disclosure of the date of the meeting is given or
made to stockholders, notice by the stockholder must be delivered to us not
later than the close of business on the tenth day following the day on which we
publicly announce the date of our annual meeting. The bylaws further require
that the notice by the stockholder set forth, among other things:
17
. a description of the business to be brought before the meeting,
including information with respect to a nominated director;
. the reasons for conducting the business at the meeting;
. specific information concerning the stockholder proposing the business
and the beneficial owner, if any, on whose behalf the proposal is made;
. a description of all arrangements and understandings between or among
the stockholder delivering the notice and any other person or persons,
including any director nominee where applicable, with a material
interest in the business to be brought before the meeting; and
. with respect to notice nominating a director, any other information
relating to the director nominee and the nominating stockholder that
would be required to be disclosed in a proxy statement or other similar
filing with the Securities and Exchange Commission.
The foregoing provisions regarding director nomination procedures do not
apply to holders of our capital stock who have the right to nominate directors.
The provisions of the certificate of incorporation and bylaws relating to
removal of directors and advance notice of stockholder proposals may discourage
or make more difficult the acquisition of control of us by means of a tender
offer, open market purchase, proxy contest or otherwise. These provisions may
have the effect of discouraging specific types of coercive takeover practices
and inadequate takeover bids and may encourage persons seeking to acquire
control of us first to negotiate with the board of directors.
Registration Rights
Under our stockholders' agreement, dated as of October 27, 1999, among
Triton, AT&T Wireless PCS, the selling stockholders and certain other
stockholders of Triton, the selling stockholders and the other parties thereto
are entitled to certain demand and piggyback registration rights on the terms
and conditions set forth in the stockholders' agreement. The registration of
the shares offered by the selling stockholders on this registration statement
is not being done pursuant to the exercise of a demand right under the
registration rights agreement.
Transfer Agent
The transfer agent and registrar for the Class A common stock is Equiserve
(BankBoston).
18
DESCRIPTION OF WARRANTS AND OTHER RIGHTS
We may issue warrants and other rights to purchase our securities, including
rights to receive payment in cash or securities based on the value, rate or
price of one or more specified commodities, currencies or indices, or
securities of other issuers or any combination of the foregoing. Warrants or
rights may be issued independently or together with any securities and may be
attached to or separate from such securities. Each series of warrants or rights
will be issued under a separate warrant or rights agreement to be entered into
between us and a warrant or rights agent. The following description sets forth
certain general terms and provisions of the warrants and rights offered hereby.
Further terms of the warrants and rights and the applicable warrant or rights
agreement will be set forth in the applicable prospectus supplement.
The applicable prospectus supplement will describe the following terms of
any warrants or rights in respect of which this prospectus is being delivered:
. the title of such warrants or rights;
. the aggregate number of such warrants or rights;
. the price or prices at which such warrants or rights will be issued;
. the currency or currencies, including composite currencies, in which the
price of such warrants or rights may be payable;
. the securities or other securities or rights of ours, including rights
to receive payment in cash or securities based on the value, rate or
price of one or more specified commodities, currencies or indices, or
securities of other issuers or any combination of the foregoing
purchasable upon exercise of such warrants or rights;
. the price at which and the currency or currencies, including composite
currencies, in which the securities purchasable upon exercise of such
warrants or rights may be purchased;
. the date on which the right to exercise such warrants or rights shall
commence and the date on which such right shall expire;
. if applicable, the minimum or maximum amount of such warrants or rights
which may be exercised at any one time;
. if applicable, the designation and terms of the securities with which
such warrants or rights are issued and the number of such warrants or
rights issued with each such security;
. if applicable, the date on and after which such warrants or rights and
the related securities will be separately transferable;
. information with respect to book-entry procedures, if any;
. if applicable, a discussion of certain United States Federal income tax
considerations; and
. any other terms of such warrants or rights, including terms, procedures
and limitations relating to the exchange and exercise of such warrants
or rights.
19
SELLING STOCKHOLDERS
The following table provides information with respect to the beneficial
ownership of our Class A common stock as of September 30, 2001 of each selling
stockholder. Beneficial ownership is determined in accordance with the rules of
the Securities and Exchange Commission. The persons named in this table have
sole voting and investment power with respect to all shares of Class A common
stock shown as beneficially owned by them, subject to the information contained
in the footnotes to this table. The number of shares of Class A common stock
outstanding as of the date of this table, September 30, 2001, was 59,045,022.
Percentage of
Voting Shares
Number of Voting Beneficially Number of
Shares Beneficially Owned Shares Being
Name Owned Before Offering(6) Offered(7)
---- ------------------- ------------------ ------------
J.P. Morgan Partners (23A
SBIC), LLC(1)(2)......... 11,409,614 19.3% 3,679,251
J.P. Morgan SBIC
LLC(2)(3)................ 1,821,585 3.1% 587,536
Desai Capital Management
Incorporated(4).......... 11,067,439 18.7% 2,201,963
Toronto Dominion Capital
(U.S.A.), Inc.(5)........ 2,766,871 4.7% 258,750
DAG--Triton PCS, L.P. .... 1,727,728 2.9% 172,500
--------
(1) An affiliate of J.P. Morgan Partners (23A SBIC), LLC serves as agent and
lender under our credit facility. Affiliates of J.P. Morgan Partners (23A
SBIC), LLC were initial purchasers in our private offering of 11% senior
subordinated discount notes due 2008 in May 1998, our private offering of
9 3/8% senior subordinated notes due 2011 in January 2001 and our private
offering of 8 3/4% senior subordinated notes due 2011 in November 2001.
Affiliates of J.P. Morgan Partners (23A SBIC), LLC served as underwriters
and received underwriting fees in connection with our initial public
offering in October 1999. In addition, Arnold Chavkin, an officer of the
managing member of J.P. Morgan Partners (23A SBIC), LLC and an Executive
Partner of J.P. Morgan Partners, LLC, is a director of Triton.
(2) J.P. Morgan Partners (23A SBIC), LLC, J.P. Morgan SBIC LLC and Sixty Wall
Street SBIC Fund, L.P. are subsidiaries of J.P. Morgan Chase & Co.
(3) The number of shares beneficially owned by J.P. Morgan SBIC LLC includes
86,620 shares of Class A common stock held by Sixty Wall Street SBIC Fund,
L.P., an affiliate of J.P. Morgan SBIC LLC, J.P. Morgan SBIC LLC also owns
8,210,827 shares of Class B non-voting common stock. The number of shares
being offered by J.P. Morgan SBIC LLC may include shares offered by Sixty
Wall Street SBIC Fund. An affiliate of J.P. Morgan SBIC LLC serves as
agent and lender under our credit facility. Affiliates of J.P. Morgan SBIC
LLC served as underwriters and received underwriter fees in connection
with our initial public offering in October 1999. Affiliates of J.P.
Morgan SBIC LLC were initial purchasers in our private offering of 11%
senior subordinated discount notes due 2008 in May 1998, our private
offering of 9 3/8% senior subordinated notes due 2011 in January 2001 and
our private offering of 8 3/4% senior subordinated notes due 2011 in
November 2001.
(4) The number of shares beneficially owned by Desai Capital Management
Incorporated consists of 5,951,372 shares of Class A common stock held by
Private Equity Investors III, L.P., and 5,116,067 shares of Class A common
stock held by Equity-Linked Investors-II, each an affiliate of Desai
Capital Management Incorporated. The number of shares being offered by
Desai Capital Management Incorporated will consist of shares offered by
Private Equity Investors III, L.P., Equity-Linked Investors-II or both.
Under our stockholders' agreement, Desai Capital Management Incorporated
has the right to designate a representative to attend the meetings of our
board of directors as an observer.
(5) An affiliate of Toronto Dominion Capital (U.S.A.), Inc. serves as agent
and lender under our credit facility. An affiliate of Toronto Dominion
Capital (U.S.A.) was an initial purchaser in our private offering of 9
3/8% senior subordinated notes due 2011 in January 2001 and our private
offering of 8 3/4% senior subordinated notes due 2011 in November 2001.
(6) Because each selling stockholder may sell all or some of the shares
registered on its behalf, no estimate can be given as to the amount and
percentage of the Class A common stock to be owned by such selling
stockholder after completion of the offering.
(7) Registration of these shares does not necessarily mean that a selling
stockholder will sell all or any of these shares.
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PLAN OF DISTRIBUTION
Triton and any selling stockholder may sell securities to one or more
underwriters or dealers for public offering and sale by them, or it may sell
the securities to investors directly or through agents. The selling
stockholders may also distribute securities through one or more special purpose
trusts, which will enter into forward purchase arrangements with selling
stockholders and distribute their own securities. The accompanying prospectus
supplement will set forth the terms of the offering and the method of
distribution and will identify any firms acting as underwriters, dealers or
agents in connection with the offering, including:
. the number of shares of Class A common stock to be sold by each selling
stockholder;
. the name or names of any underwriters;
. the purchase price of the securities;
. any underwriting discounts and other items constituting underwriters'
compensation;
. any public offering price and the net proceeds we or the selling
stockholders will receive from such sale;
. any discounts or concessions allowed or reallowed or paid to dealers;
and
. any securities exchange or market on which the securities offered in the
prospectus supplement may be listed.
Only those underwriters identified in such prospectus supplement are deemed
to be underwriters in connection with the securities offered in the prospectus
supplement.
Triton or any selling stockholder may distribute securities from time to
time in one or more transactions at a fixed price or prices, which may be
changed, or at prices determined as the prospectus supplement specifies. Triton
or any selling stockholder may sell securities through a rights offering,
forward contracts or similar arrangements. In connection with the sale of the
securities, underwriters, dealers or agents may be deemed to have received
compensation from Triton or the selling stockholders in the form of
underwriting discounts or commissions and also may receive commissions from
securities purchasers for whom they may act as agent. Underwriters may sell the
securities to or through dealers, and such dealers may receive compensation in
the form of discounts, concessions or commissions from the underwriters or
commissions from the purchasers for whom they may act as agent. Some of the
underwriters, dealers or agents who participate in the securities distribution
may engage in other transactions with, and perform other services for, Triton
and its subsidiaries in the ordinary course of business. In the event that J.P.
Morgan SBIC LLC, Sixty Wall Street SBIC Fund, L.P. or J.P. Morgan Partners (23A
SBIC), LLC is deemed to be an affiliate of Triton at the time of any
distribution of securities pursuant to the registration statement of which this
prospectus forms a part and an affiliate of any such entity participates in
such distribution, Triton will comply with NASD Rules 2720(c) and 2720(d).
Any underwriting discounts or other compensation which we pay to
underwriters or agents in connection with the securities offering, and any
discounts, concessions or commissions which underwriters allow to dealers, will
be set forth in the prospectus supplement. Selling stockholders, underwriters,
dealers and agents participating in the securities distribution may be deemed
to be underwriters, and any discounts and commissions they receive and any
profit they realize on the resale of the securities may be deemed to be
underwriting discounts and commissions under the Securities Act of 1933. The
maximum discount or commission to be paid to any member of the NASD or any
independent broker-dealer for the sale of the shares will not exceed 8%.
Underwriters and their controlling persons, dealers and agents may be entitled,
under agreements entered into with Triton, selling stockholders or both, to
indemnification against and contribution toward specific civil liabilities,
including liabilities under the Securities Act.
We will not receive any proceeds from the sale of shares of Class A common
stock by the selling stockholders. We will, however, bear certain expenses in
connection with the registration of the securities being
offered under this prospectus by the selling stockholders, including costs
incidental to the offering and sale of the securities to the public, other than
commissions and discounts of underwriters, dealers or agents and any transfer
taxes.
21
LEGAL MATTERS
Dow, Lohnes & Albertson, PLLC, Washington, D.C., will pass upon the validity
of the securities offered hereby for Triton and the validity of the shares of
Class A common stock offered by the selling stockholders. Certain members of
Dow, Lohnes & Albertson, PLLC own shares of Holdings' Class A common stock.
EXPERTS
The consolidated financial statements of Triton PCS Holdings, Inc.
incorporated in this prospectus by reference to the Annual Report on Form 10-K
of Triton PCS Holdings, Inc. for the year ended December 31, 2000, have been so
incorporated in reliance on the report of PricewaterhouseCoopers LLP,
independent accountants, given on the authority of said firm as experts in
auditing and accounting.
WHERE YOU CAN FIND MORE INFORMATION
Triton is subject to the informational requirements of the Securities
Exchange Act of 1934 and files reports, proxy statements and other information
with the Securities and Exchange Commission. Our Securities and Exchange
Commission filings are available over the Internet at the Securities and
Exchange Commission's web site at http://www.sec.gov. You also may read and
copy any document that we file at the Securities and Exchange Commission's
public reference rooms located at 450 Fifth Street, N.W., Washington, D.C.
20549, and at the regional offices of the Securities and Exchange Commission
located at 7 World Trade Center, Suite 1300, New York, New York 10048 and
Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661
or obtain copies of such materials by mail. Please call the Securities and
Exchange Commission at 1-800-SEC-0330 for more information on the public
reference rooms and their copy charges, as well as the Public Reference
Section's charges for mailing copies of the documents that we have filed.
INFORMATION INCORPORATED BY REFERENCE
Triton files periodic reports with the Securities and Exchange Commission.
Securities and Exchange Commission rules permit Triton to incorporate these
filings by reference into this prospectus. By incorporating Triton's Securities
and Exchange Commission filings by reference, the following documents are made
a part of this prospectus:
. Triton's quarterly reports on Form 10-Q for the quarters ended March 31,
2001, June 30, 2001 and September 30, 2001;
. Triton's annual report on Form 10-K for the year ended December 31,
2000;
. Triton's definitive proxy statement for the 2001 annual meeting of
stockholders, dated April 2, 2001;
. Triton's definitive additional materials for the 2001 annual meeting of
stockholders, dated April 27, 2001;
. Triton's registration statement on Form 8-A filed on September 23, 1999;
. Triton's registration statement on Form 8-A filed on July 13, 2001;
. Triton's current report on Form 8-K, filed on January 12, 2001;
22
. Triton's current report on Form 8-K, filed on June 15, 2001;
. Triton's current report on Form 8-K, filed on November 6, 2001; and
. Triton's current report on Form 8-K/A, filed on November 15, 2001.
All documents which Triton will file with the Securities and Exchange
Commission, under the terms of Sections 13(a), 13(c), 14 or 15(d) of the
Securities Exchange Act of 1934, as amended, after the date of this prospectus
and prior to the termination of any offering of securities offered by this
prospectus shall be deemed to be incorporated by reference in, and to be a part
of, this prospectus from the date such documents are filed. Triton's Securities
and Exchange Commission file number for Exchange Act documents is 1-15325.
Triton will provide without charge, to any person who receives a copy of this
prospectus and the accompanying prospectus supplement, upon such recipient's
written or oral request, a copy of any document this prospectus incorporates by
reference, other than exhibits to such incorporated documents, unless such
exhibits are specifically incorporated by reference in such incorporated
document. Requests should be directed to:
Daniel E. Hopkins
Senior Vice President of Finance & Treasurer
Triton PCS Holdings, Inc.
1100 Cassatt Road
Berwyn, Pennsylvania 19312
Telephone: (610) 651-5900
Any statement contained in this prospectus or in a document incorporated in,
or deemed to be incorporated by reference to, this prospectus shall be deemed
to be modified or superseded, for purposes of this prospectus, to the extent
that a statement contained in:
. the prospectus;
. the accompanying prospectus supplement; or
. any other subsequently filed document which also is incorporated by
reference in, or is deemed to be incorporated by reference to, this
prospectus;
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this prospectus.
23
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The following are the expenses of issuance and distribution of the
securities registered hereunder on Form S-3, other than underwriting discounts
and commissions. All amounts except the registration and NASD filing fee are
estimated.
Registration fee...................................................... $ 55,200
NASD filing fee....................................................... 30,500
Legal fees and expenses............................................... 200,000
Accounting fees and expenses.......................................... 75,000
Printing and engraving expenses....................................... 75,000
Miscellaneous......................................................... 10,000
--------
Total............................................................... $445,700
========
All of the above expenses have been or will be paid by Triton.
Item 15. Indemnification of Directors and Officers.
The Delaware General Corporation Law authorizes corporations to limit or
eliminate the personal liability of directors to corporations and their
stockholders for monetary damages for breach of directors' fiduciary duty of
care. The duty of care requires that, when acting on behalf of the corporation,
directors must exercise an informed business judgment based on all material
information reasonably available to them. In the absence of the limitations
authorized by the Delaware statute, directors could be accountable to
corporations and their stockholders for monetary damages for conduct that does
not satisfy their duty of care. Although the statute does not change directors'
duty of care, it enables corporations to limit available relief to equitable
remedies such as injunction or rescission. The second restated certificate of
incorporation limits the liability of Triton's directors to Triton or its
stockholders to the fullest extent permitted by the Delaware statute.
Specifically, the directors of Triton will not be personally liable for
monetary damages for breach of a director's fiduciary duty as a director,
except for liability (i) for any breach of the director's duty of loyalty to
Triton or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii) under
Section 174 of the Delaware General Corporation Law (which relates to the
unlawful payment of dividend or unlawful stock purchase or redemption by a
corporation) or (iv) for any transaction from which a director derived an
improper personal benefit. The inclusion of this provision in the second
restated certificate of incorporation may have the effect of reducing the
likelihood of derivative litigation against directors and may discourage or
deter stockholders or management from bringing a lawsuit against directors for
breach of their duty of care, even though such an action, if successful, might
otherwise have benefited Triton and its stockholders. Under the applicable
provisions of the Delaware General Corporation Law, in general, a corporation
may indemnify its directors, officers, employees or agents against expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by them in connection with any action, suit or
proceedings brought by third parties to which they may be made parties by
reason of their being or having been directors, officers, employees or agents
and shall so indemnify such persons only if they acted in good faith and in a
manner they reasonably believed to be in or not opposed to the best interests
of the corporation and, with respect to any criminal action or proceeding, had
no reasonable cause to believe their conduct was unlawful. The second restated
certificate of incorporation gives Triton the power to indemnify its officers,
directors, employees and agents to the full extent permitted by Delaware law,
and Triton has entered into indemnification agreements with each director and
certain executive officers which generally provide for indemnification of the
director or executive officer to the fullest extent provided by law.
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Item 16. Exhibits.
Exhibit
Number Description
------- -----------
1.1 --Form of Underwriting Agreement (incorporated by reference to Exhibit
1.1 of Triton's Registration Statement on Form S-3 (File No. 333-
49974)).
3.1 --Second Restated Certificate of Incorporation of Triton PCS Holdings,
Inc. (incorporated by reference to Exhibit 3.4 of Triton's
Registration Statement on Form S-1 (File No. 333-85149)).
3.2 --Second Amended and Restated Bylaws of Triton PCS Holdings, Inc.
(incorporated by reference to Exhibit 3.6 of Triton's Registration
Statement on Form S-1 (File No. 333-85149)).
4.1 --Form of warrant agreement (incorporated by reference to Exhibit 4.1
of Triton's Registration Statement on Form S-3 (File No. 333-49974)).
4.2 --Indenture, dated as of May 4, 1998, among Triton PCS, Inc., the
Guarantors party thereto and PNC Bank, National Association
(incorporated by reference to Exhibit 4.1 to the Form S-4
Registration Statement of Triton PCS, Inc. and its subsidiaries (File
No. 333-57715)).
4.3 --First Supplemental Indenture, dated as of March 30, 1999, to the
Indenture dated as of May 4, 1998 (incorporated by reference to
Exhibit 4.1 to the Form 10-Q of Triton PCS, Inc. and its
subsidiaries, for the quarter ended March 31, 1999).
4.4 --Second Supplemental Indenture, dated as of December 21, 1999, to the
Indenture dated as of May 4, 1998 (incorporated by reference to
Exhibit 4.4 to Triton's Registration Statement on Form S-3 (File No.
333-49974)).
4.5 --Agreement of Resignation, Appointment and Acceptance, dated as of
January 18, 2001, by and among Triton PCS, Inc., Chase Manhattan
Trust Company, National Association, as prior trustee and successor
to PNC Bank, National Association, and The Bank of New York, as
successor trustee under the Indenture dated as of May 4, 1998
(incorporated by referenced to Exhibit 4.5 to Triton's Form 10-Q for
the quarter ended June 30, 2001).
4.6 --Indenture, dated as of January 19, 2001, among Triton PCS, Inc., the
Guarantors party thereto and The Bank of New York, trustee
(incorporated by reference to Exhibit 4.5 to Triton's Registration
Statement on Form S-3 (File No. 333-49974)).
4.7 --Indenture, dated as of November 14, 2001, between Triton PCS, Inc.,
theGuarantors thereto and The Bank of New York, as trustee
(incorporated by reference to Exhibit 4.1 to Triton's Form 8-K/A,
filed November 15, 2001).
4.8 --First Amended and Restated Stockholders' Agreement, dated as of
October 27, 1999, among AT&T Wireless PCS LLC., Triton PCS Holdings,
Inc., and the cash equity investors and management stockholders party
thereto (incorporated by reference to Exhibit 10.47 to Triton's Form
10-Q for the quarter ended September 30, 1999).
4.9 --Investors Stockholders' Agreement, dated as of February 4, 1998,
among CB Capital Investors, L.P., J.P. Morgan Investment Corporation,
Sixty Wall Street SBIC Fund, L.P., Private Equity Investors III,
L.P., Equity-Linked Investors-II, Toronto Dominion Capital (USA),
Inc., First Union Capital Partners, Inc., DAG-Triton PCS, L.P., and
the stockholders named therein (incorporated by reference to Exhibit
10.10 to the Form S-4 Registration Statement of Triton PCS, Inc. and
its subsidiaries (File No. 333-57715)).
4.10 --Amendment No. 1 to Investors Stockholders' Agreement, dated as of
October 27, 1999, among CB Capital Investors, L.P., J.P. Morgan
Investment Corporation, Sixty Wall Street SBIC Fund, L.P., Private
Equity Investors III, L.P., Equity-Linked Investors-II, Toronto
Dominion Capital (USA), Inc., First Union Capital Partners, Inc.,
DAG-Triton PCS, L.P., and the stockholders named therein
(incorporated by reference to Exhibit 10.48 to Triton's Form 10-Q for
the quarter ended September 30, 1999).
II-2
Exhibit
Number Description
------- -----------
4.11 --Registration Rights Agreement, dated as of November 14, 2001, among
Triton PCS, Inc., the Guarantors named therein and J.P. Morgan
Securities Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated,
CIBC World Markets Corp., Credit Lyonnais Securities (USA) Inc.,
Credit Suisse First Boston Corp., Dresdner Kleinwort Wasserstein-
Grantchestor, Inc., Fleet Securities, Inc., Morgan Stanley & Co.
Incorporated, NatCity Investments, Inc., Salomon Smith Barney Inc.,
Scotia Capital Markets (USA) Inc., SunTrust Capital Markets, Inc. and
TD Securities (USA) Inc. (incorporated by reference to Exhibit 4.2 to
Triton's Form 8-K/A, filed November 15, 2001).
5.1 --Opinion of Dow, Lohnes & Albertson, PLLC.
12.1 --Statement setting forth computation of ratio of earnings to combined
fixed charges and preferred stock dividends.
23.1 --Consent of PricewaterhouseCoopers LLP.
--Consent of Dow, Lohnes & Albertson, PLLC (contained in their opinion
23.2 filed as Exhibit 5.1).
*24.1 --Powers of Attorney.
--------
* Previously filed with the Registration Statement.
Item 17. Undertakings.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(a) to include any prospectus required by Section 10(a) (3) of the
Securities Act of 1933;
(b) to reflect in the prospectus any facts or events arising after the
effective date of this registration statement (or the most recent post-
effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in this
registration statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than 20 percent change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee" table in
the effective registration statement; and
(c) to include any material information with respect to the plan of
distribution not previously disclosed in this registration statement or any
material change to such information in this registration statement;
provided, however, that the undertakings set forth in paragraphs (a) and (b)
above do not apply if the information required to be included in a post-
effective amendment by those paragraphs is contained in periodic reports filed
with or furnished to the Commission by the Registrant pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934, as amended, that are
incorporated by reference in this registration statement.
(2) That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
II-3
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of
the offering.
(4) That, for purposes of determining any liability under the Securities Act
of 1933, each filing of a registrant's annual report pursuant to Section 13(a)
or 15(d) of the Securities Exchange Act of 1934 that is incorporated by
reference in the registration statement shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(5) If any of the securities are offered at competitive bidding, (a) to use
its best efforts to distribute prior to the opening of bids, to prospective
bidders, underwriters, and dealers, a reasonable number of copies of a
prospectus which at that time meets the requirements of Section 10(a) of the
Securities Act of 1933, and relating to the securities offered at competitive
bidding, as contained in the registration statement, together with any
supplements thereto, and (b) to file an amendment to the registration statement
reflecting the results of bidding, the terms of the reoffering and related
matters to the extent required by the applicable form, not later than the first
use, authorized by the issuer after the opening of bids, of a prospectus
relating to the securities offered at competitive bidding, unless no further
public offering of such securities by the issuer and no reoffering of such
securities by the purchasers is proposed to be made.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
The Registrant hereby undertakes that:
(1) For purposes of determining any liability under the Securities Act of
1933, the information omitted from the form of prospectus filed as part of this
registration statement in reliance upon Rule 430A and contained in a form of
prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h)
under the Securities Act of 1933 shall be deemed to be part of this
registration statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the Securities Act of
1933, each post-effective amendment that contains a form of prospectus shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
II-4
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Triton PCS
Holdings, Inc. certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-3 and has duly caused this
amendment no. 1 to the registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Berwyn, Commonwealth of
Pennsylvania, on November 21, 2001.
Triton PCS Holdings, Inc.
/s/ Michael E. Kalogris
By: _________________________________
Michael E. Kalogris
Chief Executive Officer and
Chairman of the Board of
Directors
Pursuant to the requirements of the Securities Act of 1933, this amendment
no. 1 to the registration statement has been signed below by the following
persons on behalf of Triton PCS Holdings, Inc. and in the capacities and on the
dates indicated.
Signature Title Date
--------- ----- ----
/s/ Michael E. Kalogris Chief Executive Officer November 21, 2001
______________________________________ and Chairman of the Board
Michael E. Kalogris of Directors (Principal
Executive Officer)
* President, Chief Operating November 21, 2001
______________________________________ Officer and Director
Steven R. Skinner
/s/ David D. Clark Executive Vice President, November 21, 2001
______________________________________ Chief Financial Officer
David D. Clark and Secretary (Principal
Financial Officer)
* Vice President and November 21, 2001
______________________________________ Controller (Principal
Andrew M. Davies Accounting Officer)
* Director November 21, 2001
______________________________________
Scott I. Anderson
* Director November 21, 2001
______________________________________
John D. Beletic
* Director November 21, 2001
______________________________________
Arnold L. Chavkin
* Director November 21, 2001
______________________________________
John W. Watkins
* Director November 21, 2001
______________________________________
William W. Hague
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* Power of Attorney
Michael E. Kalogris, by signing his name hereto, does sign this document on
behalf of each of the persons indicated above for whom he is attorney-in-fact
pursuant to a power of attorney duly executed by such person and filed with the
Securities and Exchange Commission.
/s/ Michael E. Kalogris
By: ____________________________
Michael E. Kalogris
Attorney-in-fact
II-6